Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)*
NuScale Power Corporation
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
67079K 100
(CUSIP Number)
May 2, 2022
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 67079K 100 |
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1
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NAMES OF REPORTING PERSONS
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DS Private Equity Co., Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of Korea
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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5,210,000 shares
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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5,210,000 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,210,000 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.9%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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The percentage ownership interest is determined based on 43,615,304 shares of Class A Common Stock of NuScale Power Corporation (the “Issuer”) outstanding as of May 2,
2022, as reported in the Issuer’s Form 8-K filed on May 5, 2022.
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| CUSIP No. 67079K 100 |
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1
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NAMES OF REPORTING PERSONS
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DS Asset Management Co., Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of Korea
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,790,000 shares
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,790,000 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,790,000 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.4%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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The percentage ownership interest is determined based on 43,615,304 shares of Class A Common Stock of the Issuer outstanding as of May 2, 2022, as reported in the Issuer’s
Form 8-K filed on May 5, 2022.
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3
| CUSIP No. 67079K 100 |
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1
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NAMES OF REPORTING PERSONS
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Dok Soo Jang
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of Korea
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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8,000,000 shares
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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8,000,000 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,000,000 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.3%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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| (1) |
The percentage ownership interest is determined based on 43,615,304 shares of Class A Common Stock of the Issuer outstanding as of May 2, 2022, as reported in the Issuer’s Form 8-K filed on May 5,
2022.
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4
| CUSIP No. 67079K 100 |
| Item 1(a). |
Name of Issuer:
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NuScale Power Corporation
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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6650 SW Redwood Lane, Suite 210
Portland, OR 97224
| Item 2(a). |
Name of Persons Filing:
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This statement on Schedule 13G is being filed by DS Private Equity Co., Ltd., a corporation organized under the laws of the Republic of Korea (“DS Private Equity”), DS Asset Management Co., Ltd., a
corporation organized under the laws of the Republic of Korea (“DS Asset Management”) and Dok Soo Jang. Mr. Jang owns 60% of DS Private Equity and 87.6% of DS Asset Management.
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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DS Private Equity
One International Finance Centre - 14th Floor
10, Gukjegeumyung-ro, Yeongdeungpo-gu
Seoul 07326, Republic of Korea
DS Asset Management
One International Finance Centre - 14th Floor
10, Gukjegeumyung-ro, Yeongdeungpo-gu
Seoul 07326, Republic of Korea
Dok Soo Jang
c/o DS Private Equity Co., Ltd.
One International Finance Centre - 14th Floor
10, Gukjegeumyung-ro, Yeongdeungpo-gu
Seoul 07326, Republic of Korea
| Item 2(c). |
Citizenship:
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DS Private Equity – a corporation organized under the laws of the Republic of Korea
DS Asset Management – a corporation organized under the laws of the Republic of Korea
Dok Soo Jang – Republic of Korea
| Item 2(d). |
Title of Class of Securities:
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Class A Common Stock, $0.0001 par value per share
| Item 2(e). |
CUSIP Number:
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67079K 100
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
| Item 4. |
Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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5
DS Private Equity – 5,210,000 shares of Class A Common Stock
DS Asset Management – 2,790,000 shares of Class A Common Stock
Dok Soo Jang – 8,000,000 shares of Class A Common Stock
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(b)
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Percent of class:
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DS Private Equity – 11.9%*
DS Asset Management – 6.4%*
Dok Soo Jang – 18.3%*
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(c)
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Number of shares as to which DS Private Equity has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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5,210,000 shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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5,210,000 shares
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Number of shares as to which DS Asset Management has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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2,790,000 shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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2,790,000 shares
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Number of shares as to which Dok Soo Jang has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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8,000,000 shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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8,000,000 shares
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* The percentage ownership interest is determined based on 43,615,304 shares of Class A Common Stock of the Issuer outstanding as of May 2, 2022, as reported in the Issuer’s Form
8-K filed on May 5, 2022.
Each of DS Asset Management and Mr. Jang disclaim beneficial ownership of the reported shares of Class A Common Stock held by DS Private Equity and each of DS Private Equity and Mr. Jang disclaim beneficial ownership of the reported shares of
Class A Common Stock held by DS Asset Management, except in each case, to the extent of its or his pecuniary interest therein. Mr. Jang owns 60% of DS Private Equity and 87.6% of DS Asset Management and by virtue of these relationships, DS Private
Equity, DS Asset Management and Mr. Jang (the “Reporting Persons”) may be deemed to have shared voting and dispositive power with respect to the shares of Class A Common Stock reported in this Schedule 13G. The filing of this Schedule 13G shall not
be deemed an admission that the Reporting Persons are beneficial owners of the shares of Class A Common Stock for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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Not applicable.
6
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not applicable.
| Item 10. |
Certification.
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By signing below, I certify that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
7
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date: May 13, 2022
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DS PRIVATE EQUITY CO., LTD.
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By:
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/s/ Steve S. Herr
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Name:
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Steve S. Herr
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Title:
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Managing Director
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DS ASSET MANAGEMENT CO., LTD.
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By:
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/s/ Yundeok Wi
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Name:
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Yundeok Wi
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Title:
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Chief Executive Officer
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/s/ Dok Soo Jang
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Dok Soo Jang
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8
Exhibits
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Exhibit A
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Joint Filing Agreement, dated as of May 13, 2022
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9
Exhibit A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the
undersigned of the shares of Class A Common Stock, par value $0.0001 per share, of NuScale Power Corporation (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below
that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
Date: May 13, 2022
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DS PRIVATE EQUITY CO., LTD.
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By:
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/s/ Steve S. Herr
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Name:
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Steve S. Herr
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Title:
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Managing Director
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DS ASSET MANAGEMENT CO., LTD.
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By:
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/s/ Yundeok Wi
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Name:
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Yundeok Wi
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Title:
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Chief Executive Officer
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/s/ Dok Soo Jang
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| Dok Soo Jang |
10